exv4w11






Exhibit 4.11




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT dated as of                      ___, 200_, is by and among, [Newco], a
Delaware corporation (the “Company”), [Sprint Nextel Corporation], a Kansas corporation (“Sprint”),
[Eagle River Holdings, LLC], a Washington limited liability company (“Eagle River”), [Comcast
Corporation], a Pennsylvania corporation (“Comcast”), [Time Warner Cable LLC], a                      limited
liability company (“TWC”), [Bright House Networks, LLC], a Delaware limited liability company
(“BHN”), [Google Inc.], a Delaware corporation (“Google”), and [Intel Corporation], a Delaware
corporation (“Intel” and together with Comcast, TWC, BHN, Google, Eagle River and Sprint, the
“Investors”).



     WHEREAS, in connection with the consummation of the transactions contemplated by that certain
Transaction Agreement and Plan of Merger, dated as of May ___, 2008, by and among the Investors
party thereto and Clearwire Corporation, a Delaware corporation (“Clearwire”) (the “Transaction
Agreement”), the Investors party thereto will receive shares of common stock of the Company; and



     WHEREAS, the Company wishes to grant certain registration rights with respect to the shares of
common stock of the Company held by the Investors, as provided further herein;



     NOW THEREFORE, in consideration of the promises herein contained and other good and valuable
consideration, the parties hereto agree as follows:



     1. Definitions. As used in this agreement:



          (i) the term “Act” means the Securities Act of 1933, as amended, and the rules and regulations
thereunder;




          (ii) the term “Affiliate” of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with
respect to any Person means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person whether through the ownership of voting
securities or by agreement or otherwise;




          (iii) the term “Class A Common Stock” means the Class A common stock, par value $0.001 per
share, of the Company;




          (iv) the term “Class B Common Stock” means the Class B common stock, par value $0.001 per
share, of the Company;




          (v) the term “Class B Common Units” means a unit designated as a Class B Common Unit under the
Operating Agreement;




          (vi) the term “Clearwire” has the meaning set forth in the recitals;




 









 








          (vii) the term “Commission” means the Securities and Exchange Commission or any other federal
agency at the time administering the Act;




          (viii) the term “Common Stock” means any and all classes of the Company’s common stock as
authorized pursuant to the Company’s certificate of incorporation, as may be amended or restated
from time to time;




          (ix) the term “Company” has the meaning set forth in the recitals;




          (x) the term “Demand Registration” means a Registration pursuant to Section 3(a);




          (xi) the term “Eagle River” has the meaning set forth in the recitals;




          (xii) the term “Equityholders’ Agreement” means that certain Equityholders’ Agreement, dated
as of [___], 2008, by and among the Corporation, Sprint, Eagle River, Comcast, TWC, BHN, Google
and Intel (as the same may be amended, amended and restated, supplemented or otherwise modified
from time to time);




          (xiii) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder;




          (xiv) the term “FINRA” means the Financial Industry Regulatory Authority;




          (xv) the term “Holder” means each Investor, and any Permitted Transferee, as defined in this
agreement, of such Investor to whom the registration rights conferred by this agreement have been
transferred in compliance with Section 12, as long as such Investor or Permitted Transferee owns
Registrable Securities;




          (xvi) the term “Indemnified Party” has the meaning set forth in Section 7(d);




          (xvii) the term “Indemnifying Party” has the meaning set forth in Section 7(d);




          (xviii) the term “Initiating Holder” means any Holder who requests the Company to Register its
Registrable Securities pursuant to Sections 3(a) or 3(b) (or with respect to a Takedown, who
requests the Company to effectuate a Takedown pursuant to Section 3(c));




          (xix) the term “Investors” has the meaning set forth in the recitals;




          (xx) the term “Losses” has the meaning set forth in Section 7(a);




          (xxi) the term “Maximum Offering Size” has the meaning set forth in Section 2(d);




          (xxii) the term “Operating Agreement” means the Operating Agreement of [Newco LLC], a Delaware
limited liability company, dated ___, 2008, as it may be amended from time to time;




          (xxiii) the term “Other Shares” has the meaning set forth in Section 3(c)(i);




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          (xxiv) the term “Permitted Transferee” means (A) any Permitted Transferee or Permitted
Designee (each as defined in the Equityholders’ Agreement) or other Affiliate of each Investor or
other Holder or (B) any Person who acquires at least 5,000,000 shares of Registrable Securities
from an Investor or other Holder;




          (xxv) the term “Person” means an individual, corporation, limited liability company, trust,
general partnership, or other entity;




          (xxvi) the terms “Register,” “Registered” and “Registration” mean a registration effected by
preparing and filing a registration statement of the Company in compliance with the Act, and any
related prospectus (and all amendments, supplements and exhibits thereto and all material
incorporated by reference therein filed or required to be filed) and the declaration or ordering of
effectiveness of such registration statement;




          (xxvii) the term “Registrable Securities” means (A) all shares of Class A Common Stock held
directly or indirectly by a Holder, including any shares of Class A Common Stock issuable or issued
upon exercise, conversion or exchange of other securities of the Company or any of its subsidiaries
(including Class B Common Stock and Class B Common Units), and (B) any Common Stock of the Company
issued in respect of the shares of Class A Common Stock or any other securities of the Company,
including without limitation, by reason of or in connection with any stock dividend, stock
distribution, stock split, spin-off, purchase in any rights offering or in connection with any
exchange for or replacement of such shares or any combination of shares, recapitalization, merger
or consolidation, or any other equity securities issued pursuant to any other pro rata distribution
with respect to the Common Stock. As to any particular Registrable Securities, once issued such
securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective
registration statement under the Act, (ii) they are sold pursuant to Rule 144, (iii) they shall
have ceased to be outstanding or (iv) they have been sold in a private transaction in which the
transferor’s rights under this agreement as to the transferred securities are not assigned to the
transferee of the securities. No Registrable Securities may be registered under more than one
registration statement at any one time;




          (xxviii) the term “Registration Expenses” means all expenses incident to the Company’s
performance of or compliance with this agreement, including, without limitation, (i) all
registration, listing, qualification and filing fees (including FINRA filing fees), (ii) fees and
disbursements of counsel for the Company and, to the extent such fees are reasonable and customary,
one special counsel for the selling Holders, if any, (iii) accounting fees, (iv) blue sky fees and
expenses (including counsel fees in connection with the preparation of a blue sky memorandum and
legal investment survey and FINRA filings), (v) all printing, distributing, mailing and delivery
expenses for any registration statement, prospectus, transmittal letters, securities certificates
and other documents relating to the performance of and compliance with this agreement, (vi) the
expenses incurred in connection with making road show presentations and holding meetings with
potential investors to facilitate the distribution, (vii) underwriter fees, excluding discounts and
commissions, and any other expenses which are customarily borne by the issuer or seller of
securities in a public equity offering and (viii) all internal expenses of the Company (including
all salaries and expenses of officers and employees performing legal or accounting duties);




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          (xxix) the term “Request Notice” has the meaning set forth in Section 3(a);




          (xxx) the term “Rule 144” means Rule 144 (or any successor provision) under the Act.




          (xxxi) the term “Sprint” has the meaning set forth in the recitals; and




          (xxxii) the term “Takedown” has the meaning set forth in Section 3(c).




     2. Company Registration.




          (a) Right to Register. Whenever the Company proposes to Register any of its Common Stock
under the Act, whether for its own account, for the account of others or a combination thereof
(other than (i) a Registration relating solely to employee benefit plans, (ii) a Registration
relating to a corporate reorganization or other transaction covered by Rule 145 under the Act,
(iii) a Registration in which the only security being Registered is Common Stock issuable upon
conversion of debt or equity securities, including warrants or similar securities convertible
into or exercisable for Common Stock or Common Stock issued to a financial institution in
connection with a customary share lending facility, provided that such Registration is made
pursuant to a “shelf” registration statement on an appropriate form providing for the
Registration of such Common Stock on a delayed or continuous basis in accordance with Rule 415
(or any similar provision that may be adopted by the Commission) under the Act or (iv) a
Registration pursuant to Section 3 hereof), the Company will: (a) give prompt written notice
thereof to each Holder and (b) upon the written request of any such Holder (which request
shall specify the number of Registrable Securities to be disposed of by such Holder) given
within twenty (20) days after receipt of such notice from the Company, the Company will,
subject to the provisions of this Section 2, file a registration statement or amendment
covering all of the Registrable Securities that such Holders have requested to be Registered
and use commercially reasonable efforts to cause such registration statement to be declared
effective under the Act. A Holder’s right to include its Registrable Securities in a
Registration under this Section 2(a) will be conditioned upon the timely provision by such
Holder of such information as the Company may reasonably request relating to the disclosure
requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable
to such Registration).




          (b) Right to Terminate Registration. The Company will have the right to terminate,
withdraw or delay any Registration initiated by it under this Section 2 prior to the
effectiveness of such Registration whether or not any Holder has elected to include
Registrable Securities in such Registration. The Company will give written notice of such
determination to each Holder that has elected to include Registrable Securities in such
Registration and, in the case of a determination to terminate or withdraw the registration
statement, the Company will be relieved of its obligation to Register any Registrable
Securities in connection with such registration statement, and in the case of a determination
to delay effectiveness, the Company will be permitted to delay effectiveness for any period.
The expenses of such terminated, withdrawn or delayed Registration will be borne by the
Company.



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          (c) Priority on Registrations. Each Holder acknowledges and agrees that, in the case of
an underwritten offering, its rights under this Section 2 will be subject to cutback
provisions imposed by a managing underwriter under Section 2(d). If, as a result of the
cutback provisions of the preceding sentence, a Holder is not entitled to include all of its
requested Registrable Securities in such Registration, then such Holder may elect to withdraw
its request to include any or all of its Registrable Securities in such Registration.




          (d) Underwritten Offerings. In the event of an underwritten offering, the Company and
each Holder will make such arrangements with the underwriters so that such Holder may
participate in the offering on the same terms as the Company and any other party selling
securities in such offering. The Company will not be required under this Section 2 to include
any of a Holder’s Registrable Securities in such underwriting unless such Holder accepts the
terms of the underwriting as agreed upon between the Company and the underwriter or
underwriters selected by it (or by other persons entitled to select the underwriter or
underwriters) and enters into an underwriting agreement in customary form with an underwriter
or underwriters selected by the Company, and then only in such quantity as the managing
underwriters determine would not reasonably be expected to jeopardize the success of the
offering by the Company (the “Maximum Offering Size”). Notwithstanding any other provision of
this agreement, if the managing underwriter(s) determine(s) in good faith that marketing
factors require a limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including Registrable Securities) from the Registration and
the underwriting, and the number of shares that may be included in such Registration and the
underwriting will be allocated in the following priority up to the Maximum Offering Size, (i)
first, to the Company for securities that the Company proposes to Register for its own
account; (ii) second, to each of the Holders requesting inclusion of their Registrable
Securities in such registration statement and to any other holders of incidental or
“piggyback” registration rights requesting inclusion of their Registrable Securities in such
registration statement, on a pari passu basis based upon the Registrable Securities held by
such Holder; and (iii) third, to other securities of the Company to be registered on behalf of
any other holder with priorities among them as the Company shall determine. Any Registrable
Securities excluded and withdrawn from such underwriting will be withdrawn from the
Registration. For any Holder that is a partnership or corporation, the partners, retired
partners and shareholders of such Holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the foregoing persons
will be deemed to be a single “Holder,” and any pro rata reduction with respect to such
“Holder” will be based upon the aggregate amount of Registrable Securities owned by all
Persons included in such “Holder,” as described in this sentence.



     3. Demand, Form S-3 and Shelf Registrations.



               (a) Demand Registration.



          (i) Request by Holders. If the Company receives at any time a written request (specifying the
number of Registrable Securities requested to be Registered and the proposed method of distribution
thereof) from an Initiating Holder that the Company file a registration statement under the Act
covering the Registration of all or a portion of such



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Initiating Holder’s Registrable Securities pursuant to this Section 3(a), then the Company
will, within ten (10) business days after the receipt of such written request, give written notice
of such request (a “Request Notice”) to all Holders, and effect, as soon as practicable thereafter
(but in no event later than thirty (30) days after its receipt of such request), the Registration
and all such qualifications and compliances as may be required to facilitate the sale and
distribution of all or such portion of the Registrable Securities as are specified in such request
and any additional requests by other Holders received by the Company within fifteen (15) days after
receipt of the Request Notice, subject only to the limitations of this Section 3(a); except that
the Registrable Securities requested to be Registered pursuant to such request must have an
anticipated aggregate price to the public (before any underwriting discounts and commissions) of
not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration
will be conditioned upon the timely provision by such Holder of such information as the Company may
reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any
similar disclosure requirement applicable to such Registration).



          (ii) Maximum Number of Demand Registrations. The Company is obligated pursuant to
Section 3(a)(i) to effect only the number of Demand Registrations for each Investor and its
Permitted Transferees (in their capacity as an Initiating Holder) as follows:




	 	 	 	 	 
	Investor	 	Demand Registrations
	Comcast
	 	 	3	 
	TWC
	 	 	2	 
	BHN
	 	 	1	 
	Google
	 	 	2	 
	Intel
	 	 	3	 
	Eagle River
	 	 	3	 
	Sprint
	 	 	8	 





except, that if more than 15% of any Initiating Holder’s Registrable Securities that were
requested to be included in a Registration demanded by such Initiating Holder pursuant to this
Section 3(a) were not included in such Registration as a result of cutback provisions imposed by
the managing underwriter pursuant to Section 3(d), then such Registration will not count against
such Initiating Holder as a Demand Registration under this Section 3(a)(ii).




          (iii) Postponement of Demand Registration. The Company will be entitled to postpone (but not
more than once in any 12-month period), for a reasonable period of time not in excess of 90 days
(less the number of days the Company has postponed the filing of a registration statement pursuant
to Section 3(b)(iii)), the filing of a registration statement in accordance with this Section 3(a)
or Section 3(b) if the Company notifies the Holders requesting Registration that, in the good faith
judgment of the board of directors of the Company (in consultation with legal counsel and/or an
investment banking firm of recognized national standing), such Registration and offering would
reasonably be expected to materially and adversely affect or materially interfere with any bona
fide material financing of the Company or any material transaction under consideration by the
Company or would require disclosure of information that has not been, and is not otherwise required
to be, disclosed to the public, the premature disclosure of which would materially and adversely
affect the Company. Such notice will contain a statement of the reasons for such postponement and
an approximation of the



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anticipated delay. If the Company so postpones the filing of a registration statement, the
Initiating Holders will have the right to withdraw the request for Registration (and the Holders
who have requested that their Registrable Securities be included in such Registration may withdraw
such Registrable Securities from such Registration) by giving written notice to the Company within
ten (10) days of the anticipated termination date of the postponement period, as provided in the
notice delivered to the Holders and such withdrawn registration will not count as a Demand
Registration.




          (iv) Expenses for Withdrawn Registrations. Notwithstanding the provisions of Section 5(a), the
Company will not be required to pay for any Registration Expenses under this Section 3(a) if the
registration request is subsequently withdrawn (other than in accordance with Section 3(a)(iii)) at
the request of the Initiating Holder, unless such Initiating Holder agrees to forfeit its right to
one (1) Demand Registration pursuant to this Section 3(a); except that if at the time of
such withdrawal, the Initiating Holder has learned of a material adverse change in the condition,
business, or prospects of the Company not actually known to the Initiating Holder at the time of
its request for such Registration and has withdrawn its request for Registration with reasonable
promptness after learning of such material adverse change, then the Initiating Holder will not be
required to pay any of such Registration Expenses nor forfeit any Demand Registration rights
pursuant to this Section 3(a) notwithstanding such withdrawal.




          (v) Effective Period. The Company will be required to maintain the effectiveness of the
registration statement with respect to any Demand Registration for a period of at least 270 days
after the effective date thereof or such shorter period in which all Registrable Securities
included in such registration statement have actually been sold, except that the Company will
extend the time period under this Section 3(a)(v) with respect to the length of time that the
effectiveness of such registration statement must be maintained by the amount of time any Holder is
required to discontinue disposition of such Registrable Securities pursuant to any other provision
of this Agreement.




          (vi) No Demand Registration. No Demand Registration will be deemed to have occurred for
purposes of this Section 3(a) if (x) the registration statement relating thereto (i) does not
become effective or (ii) is not maintained effective for the period required pursuant to this
Section 3, or (y) the offering of the Registrable Securities pursuant to such registration
statement is subject to a stop order, injunction or similar order or requirement of the Commission
during such period, in which case such Initiating Holder will be entitled to an additional Demand
Registration.




               (b) Form S-3 Registration. 



          (i) After the Company is eligible to Register Registrable Securities on Form S-3, each Holder
will have the right to demand that the Company effect one or more Registrations with respect to all
or a part of its Registrable Securities on Form S-3 and any related qualification or compliance;
except that no such demand right will apply to Registrable Securities having an anticipated
aggregate price to the public (before any underwriting discounts and commissions) of less than
$10,000,000, unless there shall be other Holders who have requested participation in such
Registration who, in the aggregate with the Initiating Holder, shall have proposed Registration of
Registrable Securities having an anticipated aggregate price



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to the public (before any underwriting discounts and commissions) of at least $10,000,000. Any
demand for Registration under this Section 3(b)(i) will not be considered a Demand Registration
request pursuant to Section 3(a). Upon receipt of written request, the Company will, as soon as
practicable, (i) give a Request Notice relating to the proposed registration to all other Holders,
and (ii) effect such registration and all such qualifications and compliances as may be so
requested and as would permit or facilitate the sale and distribution of all or such portion of
such Initiating Holder’s Registrable Securities as are specified in such request together with the
Registrable Securities requested to be included by any other Holders who notify the Company in
writing within fifteen (15) days after receipt of such Request Notice from the Company;
except that the Company will not be obligated to effect any such registration,
qualification or compliance pursuant to this Section 3(b) if Form S-3 is not available for such
offering.




          (ii) The Company in its sole discretion may condition the inclusion of Registrable Securities
in a Registration under this Section 3(b) upon the timely provision by such Holder of such
information as the Company may reasonably request relating to the disclosure requirements of Item
507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).




          (iii) The Company will be entitled to postpone (but not more than once in any 12-month
period), for a reasonable period of time not in excess of 90 days (less the number of days the
Company has postponed the filing of a registration statement pursuant to Section 3(a)(iii)), the
filing of a registration statement in accordance with this Section 3(b) or Section 3(a) if the
Company notifies the Holders requesting Registration that, in the good faith judgment of the board
of directors of the Company (in consultation with legal counsel and/or an investment banking firm
of recognized national standing), such Registration and offering would reasonably be expected to
materially and adversely affect or materially interfere with any bona fide material financing of
the Company or any material transaction under consideration by the Company or would require
disclosure of information that has not been, and is not otherwise required to be, disclosed to the
public, the premature disclosure of which would materially and adversely affect the Company. Such
notice will contain a statement of the reasons for such postponement and an approximation of the
anticipated delay. If the Company so postpones the filing of a registration statement, the
Initiating Holder will have the right to withdraw its request for Registration (and the Holders who
have requested that their Registrable Securities be included in such Registration may withdraw such
Registrable Securities from such Registration) by giving written notice to the Company within ten
(10) days of the anticipated termination date of the postponement period, as provided in the notice
delivered to the Holders.




               (c) Shelf Registration.



          (i) Filing of Shelf Registration. As promptly as practicable (but no later than sixty (60)
days) following the Company’s becoming eligible to use Form S-3, the Company shall file a “shelf”
registration statement (the “Shelf Registration Statement”) with the Commission on an appropriate
form providing for the Registration and sale on a delayed or continuous basis pursuant to Rule 415
(or any similar provision that may be adopted by the Commission) under the Act by the Holders of
the Registrable Securities from time to time in the manner described in the Shelf Registration
Statement. The Company shall use its commercially reasonable efforts to cause the Shelf
Registration Statement to be declared effective under the



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Act as promptly as reasonably practicable following the filing thereof with the Commission,
and to keep the Shelf Registration Statement continuously effective until the date that all
Registrable Securities have been sold pursuant to the Shelf Registration Statement or another
registration statement filed under the Act; except that the Company shall not be obligated
to take any action to effect any such registration or to keep the Shelf Registration Statement
continuously effective pursuant to this Section 3(c) and may suspend the use of the prospectus
included therein, if in the good faith judgment of the board of directors of the Company (in
consultation with legal counsel and/or an investment banking firm of recognized national standing),
such Registration and offering would reasonably be expected to materially and adversely affect or
materially interfere with any bona fide material financing of the Company or any material
transaction under consideration by the Company or would require disclosure of information that has
not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of
which would materially and adversely affect the Company; except in no event shall such
deferral or suspension, together with any deferral or suspension under Section 3(a)(iii) and
3(b)(iii) exceed ninety (90) days in any twelve (12)-month period. The Company shall provide
written notice to the Investors prior to such deferral or suspension, which notice need not specify
the nature of the event giving rise to such suspension. The Shelf Registration Statement filed
pursuant to this Section 3(c)(i) may, subject to the provisions of Section 3(c)(ii), include other
securities of the Company with respect to which registration rights have been or may be granted,
and may include securities being sold for the account of the Company (collectively, “Other
Shares”). The Company in its sole discretion may condition the inclusion of Registrable Securities
in a Registration under this Section 3(c) upon the timely provision by such Holder of such
information as the Company may reasonably request relating to the disclosure requirements of Item
507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration). The
Company will not be obligated to effect any such registration, qualification or compliance pursuant
to this Section 3(c) if Form S-3 is not available for such registration.




          (ii) For so long as the Holders have the ability to cause a Demand Registration under
Section 3(a) or Section 3(b), upon a written request from an Initiating Holder to effect an
offering under the Shelf Registration Statement (a “Takedown”), the Company will, as soon as
practicable, (x) deliver a Request Notice relating to the proposed Takedown to all other Holders
and (y) promptly (and in any event not later than twenty (20) days after receiving such Initiating
Holder’s request) supplement the prospectus included in the Shelf Registration Statement as would
permit or facilitate the sale and distribution of all or such portion of such Initiating Holder’s
Registrable Securities as are specified in such request together with the Registrable Securities
requested to be included in such Takedown by any other Holders who notify the Company in writing
within ten (10) business days after receipt of such Request Notice from the Company; except
that the Registrable Securities requested to be offered pursuant to such Takedown must have an
anticipated aggregate price to the public (before any underwriting discounts and commissions) of
not less than $10,000,000. If the Company and/or the holders of any Other Shares request inclusion
of Other Shares in a Takedown, such Other Shares shall be included in the Takedown if, and only if,
inclusion of such Other Shares would not be reasonably likely to delay in any material respect the
timely effectuation of the Takedown or the sale of Registrable Securities pursuant to the Takedown.
In the case of a request for or effectuation of a Takedown, all references in this agreement to
the effective date of a registration statement shall be deemed to refer to the date of pricing of
such Takedown and all references to Registration shall be deemed to refer to the Takedown.




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          (d) Underwriting. If an Initiating Holder intends to distribute the Registrable
Securities covered by its request by means of an underwriting, then it will so advise the
Company as a part of such request made pursuant to this Section 3 and the Company will include
such information in the Request Notices referred to in Section 3(a)(i), Section 3(b)(i) or
Section 3(c)(ii), as applicable. The Initiating Holder shall select the institution or
institutions that shall manage or lead such underwriting, subject to the consent of the
Company which shall not be unreasonably withheld, conditioned or delayed. The right of any
Holder to include his, her or its Registrable Securities in such Registration will be
conditioned upon such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a
majority in interest of the Holders participating in such Registration) to the extent provided
herein. All Holders proposing to distribute their securities through such underwriting will
enter into an underwriting agreement in customary form with the managing underwriter or
underwriters. Notwithstanding any other provision of Section 3, if the underwriter or
underwriters determine(s) in good faith that marketing factors require a limitation of the
number of shares to be underwritten and so advise(s) in writing the Company and the Holders
requesting inclusion of their Registrable Securities in such Registration, then the
underwriter or underwriters may exclude shares (including Registrable Securities) from the
Registration and underwriting, and the number of shares that may be included in such
Registration and underwriting will be allocated in the following priority up to the Maximum
Offering Size, (i) first, to any Holders requesting inclusion of their Registrable Securities
in such Registration pursuant to this Section 3, on a pari passu basis based upon the
Registrable Securities held by such Holders, and (ii) second to other holders of securities of
the Company, with priorities among them as the Company shall so determine. If, as a result of
the cutback provisions of the preceding sentence, a Holder is not entitled to include all of
its requested Registrable Securities in such Registration, then the Holder may elect to
withdraw its request to include any or all of its Registrable Securities in such Registration.
Any Registrable Securities excluded and withdrawn from such underwriting will be withdrawn
from the Registration.




          (e) No Registrations if Effective Shelf. Notwithstanding anything else to the contrary
in this agreement, if, prior to any request for registration pursuant to Section 3(a) or
Section 3(b) with respect to a Holder’s Registrable Securities, (i) the Company shall have
filed a Shelf Registration Statement covering such Registrable Securities, (ii) such Shelf
Registration Statement shall have registered for resale by the requesting Holders such
Registrable Securities, (iii) the plan of distribution set forth in such Shelf Registration
Statement includes underwritten offerings and (iv) the Shelf Registration Statement is
effective when the requesting Holders would otherwise make a request for registration under
Section 3(a) or Section 3(b), as applicable, the Company shall not be required to separately
register any Registrable Securities in response to such request, and such request shall be
deemed to be a request that the Company cooperate in effecting a Takedown of the Registrable
Securities pursuant to such Shelf Registration Statement.




          (f) No Registrations During Adjustment Period. Notwithstanding anything else to the
contrary in this Agreement, no demand may be made nor shall the Company be required to file
any Registration Statement under this Section 3 at any time



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during the period that Investors are prohibited from transferring Registrable Securities
under Section 3.11 of the Equityholders’ Agreement.



     4. Registration Procedures. If and whenever the Company is required to effect the
Registration of any Registrable Securities under the Act as provided in Section 2 and Section 3
hereof, the Company will effect such Registration to permit the sale of such Registrable Securities
in accordance with the intended method or methods of disposition thereof, and pursuant thereto the
Company will cooperate in the sale of the securities and will, as expeditiously as possible (to the
extent applicable, in the case of a Takedown):




          (a) Prepare and file with the Commission a registration statement or registration
statements on such form which will be available for the sale of the Registrable Securities by
the Company or the selling Holders in accordance with the intended method or methods of
distribution thereof, and use commercially reasonable efforts to cause such registration
statement to become effective and to remain effective as provided herein; except that
before filing a registration statement or prospectus or any amendments or supplements thereto
(including documents that would be incorporated or deemed to be incorporated therein by
reference), the Company will furnish or otherwise make available to the Holders who are
including Registrable Securities in such registration statement, their counsel and the
managing underwriters, if any, copies of all disclosures relating to such Holders and required
by Item 507 of Regulation S-K (or any similar successor requirement), which documents will be
subject to the reasonable review and comment of such counsel, and, if requested by such
counsel, provide such counsel reasonable opportunity to conduct a reasonable investigation
within the meaning of the Act, including reasonable access to the Company’s books and records,
officers, accountants and other advisors. The Company will not include any information
relating to a Holder in any such registration statement or prospectus or any amendments or
supplements thereto (including such documents that, upon filing, would be incorporated or
deemed to be incorporated by reference therein) with respect to a Registration pursuant to
Section 2 or Section 3 to which the Holder (if such registration statement includes
Registrable Securities of the Holder) reasonably objects, in writing, on a timely basis,
unless, in the opinion of the Company, the inclusion of such information is necessary to
comply with applicable law. It shall be deemed a reasonable review and comment opportunity if
such counsel shall have submitted comments, which shall be limited to comments on disclosure
relating directly to the affected Holder or Holders, or failed to submit comments, in each
case, within five (5) business days following receipt of the relevant documents by such
Holder.




          (b) Prepare and file with the Commission such amendments and post-effective amendments to
each registration statement as may be necessary to keep such registration statement
continuously effective during the period provided herein and comply in all material respects
with the provisions of the Act with respect to the disposition of all securities covered by
such registration statement; and cause the related prospectus to be supplemented by any
prospectus supplement as may be necessary to comply with the provisions of the Act with
respect to the disposition of the securities covered by such registration statement, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under
the Act. Notwithstanding the foregoing, the Company shall be entitled at all reasonable times
to suspend a registration statement that



11









 







includes Registrable Securities during the pendency of any amendments required by this
Section 4(b). Such suspension or suspensions shall be effective upon the transmittal of
notice to an affected Holder in compliance with, and using the most expeditious practical
means of communication permitted by, Section 11 below.




          (c) Notify each selling Holder and the managing underwriters, if any, promptly, and (if
requested by any such Person) confirm such notice in writing, (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and, with respect to a
registration statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the Commission or any other Federal or state governmental authority for
amendments or supplements to a registration statement or related prospectus or for additional
information, (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of a registration statement or the initiation of any proceedings for that
purpose, (iv) if at any time the representations and warranties of the Company contained in
any agreement (including any underwriting agreement) contemplated by Section 4(o) below cease
to be true and correct, (v) of the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding
for such purpose, and (vi) of the happening of any event that makes any statement made in such
registration statement or related prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires the making
of any changes in such registration statement, prospectus or documents so that, in the case of
the registration statement, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the
statements therein, not misleading, and that in the case of the prospectus, it will not
contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in light of the circumstances under which they were
made, not misleading.




          (d) Use commercially reasonable efforts to avoid the issuance of any order suspending the
effectiveness of a registration statement or any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any jurisdiction, or, if
issued, to obtain the withdrawal or lifting of any such order or suspension as promptly as
practicable.




          (e) If requested by the managing underwriters, if any, or the Holders of a majority of
the then outstanding Registrable Securities being sold in connection with an underwritten
offering, promptly include in a prospectus supplement or post-effective amendment such
information as the managing underwriters, if any, or such Holders may reasonably request in
order to permit the intended method of distribution of such securities and make all required
filings of such prospectus supplement or such post-effective amendment as soon as practicable
after the Company has received such request, including without limitation, with respect to any
hedging activity associated with the Registrable Securities; except that the Company
will not be required to take any actions under this Section 4(e) that are not in compliance
with applicable law.



12









 






          (f) Furnish or make available to each selling Holder, and each managing underwriter
acquiring from or selling on behalf of such Holder, if any, without charge, at least one
conformed copy of the registration statement, the prospectus and prospectus supplements, if
applicable, and each post-effective amendment thereto, including financial statements (but
excluding schedules, all documents incorporated or deemed to be incorporated therein by
reference, and all exhibits, unless requested in writing by such Holder, counsel or
underwriter). To the extent electronic prospectus delivery is permitted under the Act, any
delivery of conformed prospectuses, registration statements, and supplements and amendments
thereto, required by any paragraph of this Section 4, may be delivered by electronic means so
long as the form of delivery can reasonably be expected to permit such Holder or Holders, and
such underwriter or underwriters, if any, to satisfy their respective prospectus delivery
obligations arising under the Act or otherwise. The Company’s electronic delivery pursuant to
the preceding sentence is conditioned upon an undertaking by the Company to deliver, to the
extent required under the Act, paper copies of all such documents upon request by a Person
acquiring or proposing to acquire such securities.




          (g) Deliver to each selling Holder, and the underwriters, if any, without charge, as many
copies of the prospectus or prospectuses (including each form of prospectus) and each
amendment or supplement thereto as such Persons may reasonably request in connection with the
distribution of the Registrable Securities; and the Company, subject to the last paragraph of
this Section 4, hereby consents to the use of such prospectus and each amendment or supplement
thereto by each of the selling Holders and the underwriters, if any, in connection with the
offering and sale of the Registrable Securities covered by such prospectus and any such
amendment or supplement thereto.




          (h) Prior to any public offering of Registrable Securities, use commercially reasonable
efforts to Register or qualify or cooperate with the selling Holders, the underwriters, if
any, and their respective counsel in connection with the Registration or qualification (or
exemption from such Registration or qualification) of such Registrable Securities for offer
and sale under the securities or “Blue Sky” laws of such jurisdictions within the United
States as any selling Holder or underwriter reasonably requests in writing and to keep each
such Registration or qualification (or exemption therefrom) effective during the period such
registration statement is required to be kept effective and to take any other action that may
be necessary or advisable to enable such selling Holders to consummate the disposition of such
Registrable Securities in such jurisdiction; except that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where it is not then so
qualified, (ii) take any action that would subject it to material taxation or general service
of process in any such jurisdiction where it is not then so subject, or (iii) consent to
general service of process in any such jurisdiction.




          (i) Cooperate with the selling Holders and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any legends)
representing Registrable Securities to be sold after receiving written representations from
each relevant Holder that the Registrable Securities represented by the certificates so
delivered by such Holder will be transferred in accordance with the relevant registration
statement and only upon satisfaction of any prospectus delivery requirement



13









 







arising under the Act or otherwise, and enable such Registrable Securities to be in such
denominations and registered in such names as the managing underwriters, if any, or such
Holder may request at least two (2) business days prior to any sale of Registrable Securities.




          (j) Use commercially reasonable efforts to cause the Registrable Securities covered by
the registration statement to be registered with or approved by such other governmental
agencies or authorities within the United States, except as may be required solely as a
consequence of the nature of such selling Holders’ business, in which case the Company will
cooperate in all reasonable respects with the filing of such registration statement and the
granting of such approvals, as may be necessary to enable such Holder or Holders thereof or
the underwriters, if any, to consummate the disposition of such Registrable Securities.




          (k) Upon the occurrence of any event contemplated by Section 4(c)(ii), 4(c)(iii),
4(c)(iv), 4(c)(v) or 4(c)(vi) above, prepare as promptly as practicable a supplement or
post-effective amendment to the registration statement or a supplement to the related
prospectus or any document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, such prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading.




          (l) Prior to the effective date of the registration statement relating to the Registrable
Securities, provide a CUSIP number for the Registrable Securities.




          (m) Provide and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by such registration statement from and after a date not later than the
effective date of such registration statement.




          (n) Use commercially reasonable efforts to cause all shares of Registrable Securities
covered by such registration statement to be authorized to be listed on a national securities
exchange if shares of the particular class of Registrable Securities are at that time, or will
be immediately following the offering, listed on such exchange.




          (o) In connection with any underwritten offering, enter into such agreements (including
an underwriting agreement in form, scope and substance as is customary in underwritten
offerings) and take all such other actions reasonably requested by the managing underwriters
to expedite or facilitate the disposition of such Registrable Securities, and in such
connection, (i) make such representations and warranties to the underwriters with respect to
the business of the Company and its subsidiaries, and the registration statement, prospectus
and documents, if any, incorporated or deemed to be incorporated by reference therein, in each
case, in form, substance and scope as are customarily made by issuers in underwritten
offerings, and, if true, confirm the same if and when requested, (ii) furnish to the
underwriters and selling Holders opinions of counsel to the Company and updates thereof (which
counsel and opinions (in form, scope and substance) will be reasonably satisfactory to the
managing underwriters), addressed to each



14









 







of the underwriters and selling Holders covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be reasonably
requested by such underwriters, (iii) use commercially reasonable efforts to obtain comfort
letters and updates thereof from the independent registered public accounting firm of the
Company (and, if necessary, any other independent registered public accounting firms of any
subsidiary of the Company or of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included in the registration
statement) who have certified the financial statements included in such registration
statement, addressed to each of the underwriters and selling Holders, such letters to be in
customary form and covering matters of the type customarily covered in comfort letters in
connection with underwritten offerings, (iv) if an underwriting agreement is entered into, the
same will contain indemnification provisions and procedures substantially to the effect set
forth in Section 7 hereof with respect to all parties to be indemnified pursuant to said
Section except as otherwise agreed by the Initiating Holders and (v) deliver such documents
and certificates as may be reasonably requested by the managing underwriters to evidence the
continued validity of the representations and warranties made pursuant to Section 4(o)(i)
above and to evidence compliance with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Company.




          (p) Make available for inspection by a representative of the selling Holders, any
underwriter participating in any such disposition of Registrable Securities, if any, and any
attorneys, accountants or other professionals retained by such selling Holders or underwriter,
at the offices where normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and properties of the Company and its subsidiaries, and
cause the officers, directors and employees of the Company and its subsidiaries to supply all
information in each case reasonably requested by any such representative, underwriter,
attorney, accountant or other professionals in connection with such registration statement. If
so requested in writing by the Company, the Company’s obligation to disclose information
pursuant to the preceding sentence is conditioned upon the execution and delivery by each
Person receiving such disclosure of an agreement satisfactory to the Company as to form
relating to such Person’s obligation to refrain from disclosing same.




          (q) Cause its officers to use commercially reasonable efforts to support the marketing of
the Registrable Securities covered by the registration statement (including, without
limitation, participation in “road shows” and appearing before analysts and rating agencies)
taking into account the Company’s business needs.




          (r) Cooperate with each selling Holder and each underwriter or agent participating in the
disposition of such Registrable Securities and their respective counsel in connection with any
filings required to be made with FINRA.




          (s) Otherwise use commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders earnings statements
satisfying the provisions of Section 11(a) of the Act and Rule 158 thereunder, as soon as
reasonably practicable, but not more than 45 days after the end of any 12-month period (or 90
days, if such period is a fiscal year) (i) commencing at the



15









 




end of any fiscal quarter in which Registrable Securities are sold to underwriters in an
underwritten public offering or (ii) if not sold to underwriters in such an offering,
commencing on the first day of the Company’s first fiscal quarter commencing after the
effective date of the registration statement, which statements will cover the 12-month
periods.


The Company may require each selling Holder to furnish to the Company in writing such
information pursuant to Item 507 of Regulation S-K (or any similar disclosure requirement
applicable to such Registration) required in connection with such Registration regarding such
Holder and the distribution of such Registrable Securities as the Company may, from time to
time, reasonably request in writing and the Company may exclude from such Registration the
Registrable Securities of any Holder who unreasonably fails to furnish such information within
a reasonable time after receiving such request.



Each Holder agrees if such Holder has Registrable Securities covered by such registration
statement that, upon receipt of any notice from the Company of the happening of any event of
the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(iv), 4(c)(v), 4(c)(vi) or 4(e) hereof,
such Holder will forthwith discontinue disposition of such Registrable Securities covered by
such registration statement or prospectus until such Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4(k) hereof, or until it is advised
in writing by the Company that the use of the applicable prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated or deemed to
be incorporated by reference in such prospectus; except that the Company will extend
the time periods under Section 2 and Section 3 with respect to the length of time that the
effectiveness of a registration statement must be maintained by the amount of time such Holder
is required to discontinue disposition of such Registrable Securities.


     5. Registration Expenses; Delay.



          (a) Expenses of Company Registration. The Company will pay (i) all of the Registration
Expenses and (ii) all transfer taxes and brokerage and underwriters’ discounts and commissions
attributable to the securities being sold by the Company. Each Holder will pay all transfer
taxes and brokerage and underwriters’ discounts and commissions attributable to the
Registrable Securities being sold by such Holder.



          (b) Delay of Registration. No Holder will have any right to obtain or seek an injunction
restraining or otherwise delaying any Registration as the result of any controversy that might
arise with respect to the interpretation of this agreement.


     6. Holdback Agreement.



          (a) In the case of an underwritten offering of securities by the Company (which, for
purposes of this Section 6 shall include an underwritten Takedown but shall not include the
effectiveness of the Shelf Registration Statement in the absence of an underwritten Takedown)
with respect to which the Company has complied with its obligations hereunder, each Holder
agrees, if and to the extent (i) requested by the


16








 







managing underwriter of such underwritten offering and (ii) all of the Company’s
executive officers and directors execute agreements identical to those referred to in this
Section 6, that it shall not during the period beginning on, and ending ninety (90) days
(subject to one extension of no more than 17 days if required by the underwriters in
connection with FINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter
period as may be permitted by such managing underwriter) after, the effective date of the
registration statement filed in connection with such Registration (the “Holdback Period”),
except for Registrable Securities included in such Registration, (i) lend, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any securities convertible
into or exercisable or exchangeable for Common Stock held immediately prior to the
effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in
cash or otherwise; provided, however, that such restrictions shall not apply to (1) any such
sales, purchases, grants, transfers, dispositions or arrangements to settle or otherwise close
any hedging instruments that were outstanding prior to the beginning of the Holdback Period
unless the Holder of such Registrable Securities had proposed to sell Registrable Securities
in the offering or (2) (A) any disposition by Intel of the shares of the Company’s Common
Stock that Intel received as Merger Consideration as defined in and pursuant to Section 2.5 of
the Transaction Agreement in exchange for its shares of Clearwire common stock or (B) any
contract, option or other arrangement or understanding entered into by Intel with respect to
the hedging of such shares. No Holder subject to this Section 6 (or any officer and/or
director of the Company bound by these restrictions as required by this Section 6) shall be
released from any obligation under any agreement, arrangement or understanding entered into
pursuant to or contemplated by this Section 6 unless all Holders are also released from their
obligations under Section 6(a). In the event of any such release the Company shall notify the
Holders of any such release within three (3) business days after such release. If requested by
the managing underwriter, each Holder shall enter, and shall use commercially reasonable
efforts to ensure that each Affiliate of such Holder holding Registrable Securities enters,
into a lock-up agreement with the applicable underwriters that is consistent with the
agreement in the preceding sentence.




          (b) In order to enforce the foregoing covenant, the Company may impose stop transfer
instructions with respect to the Registrable Securities of each Holder (and the shares or
securities of every other Person subject to the foregoing restriction) until the end of such
period.




          (c) Each Holder agrees that a legend reading substantially as follows shall be placed on
all certificates representing all Registrable Securities of such Holder (and the shares or
securities of every other Person subject to the restriction contained in this Section 6):




THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO A LOCK-UP
PERIOD OF UP TO 90 DAYS (OR



17









 







LONGER, IF EXTENDED) AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION
STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE
SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL
OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.




          (d) In the case of an underwritten offering of Registrable Securities pursuant to
Section 3(a) or Section 3(b) or an underwritten Takedown pursuant to Section 3(c), the Company
agrees, if and to the extent requested by the managing underwriter of such underwritten
offering, not to effect (or Register for sale) any public sale or distribution of any shares
of Class A Common Stock for the Company’s own account during the period beginning on, and
ending ninety (90) days (subject to one extension of no more than 17 days if required by the
underwriters in connection with FINRA Rule 2711(f)(4) or any similar or successor provision)
(or such shorter period as may be permitted by such managing underwriter) after, the effective
date of the registration statement filed in connection with such Registration, except for
securities of the Company to be offered for the Company’s account in such underwritten
offering. If requested by the managing underwriter, the Company shall enter into a lock-up
agreement with the applicable underwriters that is consistent with the agreement in the
preceding sentence. Notwithstanding the foregoing, the Company may effect a public sale or
distribution of Class A Common Stock and other securities for the Company’s own account during
the period described above (i) pursuant to Registrations on Forms S-4 or S-8 or any successor
registration forms or (ii) as part of any Registration of securities for offering and sale to
employees or directors of the Company pursuant to any stock plan or other benefit plan
arrangement.



     7. Indemnification.




          (a) The Company agrees to indemnify and hold harmless, to the extent permitted by law,
each Holder, its directors and officers and each Person who controls such Holder (within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act) and any of such Holder’s
agents or representatives, its legal counsel and accountants, any underwriter and any
controlling Person of such underwriter (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act), and its legal counsel against all losses, liabilities,
claims, damages and expenses (“Losses”) caused by or relating to (A) any untrue or alleged
untrue statement of material fact contained in any registration statement relating to
Registrable Securities, or any prospectus, preliminary prospectus, summary or free writing
prospectus, or any amendment thereof or supplement to any of the foregoing or any omission or
alleged omission of material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are caused by or contained in
any information furnished in writing to the Company or any underwriter by such Holder
expressly for use therein or (B) any violation or alleged violation by the Company of the Act,
the Exchange Act, any state securities laws or any rule or regulation promulgated under the
Act, the Exchange Act or any state securities laws in connection



18









 







with the sale of securities by such Holder pursuant to any registration statement in
which such Holder is participating, and the Company, in each case, will reimburse each such
Holder, officer, director, controlling Person or other aforementioned Person for any legal or
other expenses reasonably incurred by them in connection with investigating or defending any
such Losses or action as such expenses are incurred; except that the indemnity agreement
contained in this Section 7 will not apply to amounts paid in settlement of any such Losses if
such settlement is effected without the consent of the Company (which consent will not be
unreasonably withheld, delayed or conditioned).




          (b) Each Holder whose Registrable Securities are included in a registration statement,
severally and not jointly, agrees to indemnify, to the extent permitted by law, the Company,
its directors and officers and each Person who controls Company (within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act), any of the Company’s agents or
representatives, its legal counsel and accountants, any underwriter and any controlling Person
of such underwriter (within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act) and each other Holder, against any Losses resulting from any untrue or alleged untrue
statement of material fact contained in the registration statement relating to Registrable
Securities, prospectus or preliminary prospectus, summary or free writing prospectus, or any
amendment thereof or supplement to any of the foregoing or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such Holder expressly for use in such
registration statement or prospectus relating to the Registrable Securities, and each such
Holder will reimburse any Person intended to be indemnified pursuant to this Section 7(b) for
any legal or other expenses reasonably incurred by such person in connection with
investigating or defending any such Losses or action as such expenses are incurred; except
that (i) the indemnity agreement contained in this Section 7(b) will not apply to amounts paid
in settlement of any Losses if such settlement is made without the consent of such Holder,
which consent will not be unreasonably withheld, conditioned or delayed and (ii) the
obligations of such Holder hereunder will be limited to an amount equal to the net proceeds to
such Holder from the sale of its Registrable Securities in the transaction giving rise to the
Losses.




          (c) The indemnification provided for under this agreement will remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnified Party (as
defined herein) or any officer, director, or controlling Person of such Indemnified Party and
will survive the transfer of Registrable Securities.




          (d) Each party entitled to indemnification under this Section 7 (the “Indemnified Party”)
will give written notice to the party required to provide indemnification (the “Indemnifying
Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and will permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; except that counsel for the
Indemnifying Party, who will conduct the defense of such claim or any litigation resulting
therefrom, will be approved by the Indemnified Party (whose approval will not unreasonably be
withheld, conditioned or delayed), and the Indemnifying Party shall assume payment of all fees
and expenses of such counsel. In any such proceeding, any



19









 







Indemnified Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to retention of such counsel or (ii)
in the reasonable judgment of such Indemnified Party representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them. The
failure of any Indemnified Party to give notice as provided herein or the information required
by the last sentence of this Section 7(d) will not relieve the Indemnifying Party of its
obligations under this Section 7 unless and to the extent that the Indemnifying Party is
materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or
litigation, will, except with the consent of the Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnified Party of a release of such
Indemnified Party from all liability in respect to such claim or litigation. The Indemnified
Party will furnish such information regarding itself or the claim in question as an Indemnifying
Party may reasonably request in writing and as will be reasonably required in connection with
the defense of such claim and litigation resulting therefrom.




          (e) If the indemnification provided for in this Section 7 is held by a court of competent
jurisdiction to be unavailable to an Indemnified Party with respect to any Losses, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, will contribute
to the amount paid or payable by such Indemnified Party as a result of such Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other, in connection with the statements or
omissions which resulted in Losses, as well as any other relevant equitable considerations;
except that in no event will any contribution by a Holder under this Section 7(e)
exceed the net proceeds to such Holder from the sale of Registrable Securities in the
transaction giving rise to the Losses. The relative fault of the Indemnifying Party and of the
Indemnified Party will be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified Party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.




          (f) The amount paid or payable by an Indemnified Party as a result of the Losses referred
to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. Each Holder’s obligation to contribute pursuant to this Section 7 is
several in the proportion that the proceeds of the offering received by such Holder bears to
the total proceeds of the offering received by all such Holders and not joint.




          (g) Notwithstanding the foregoing, to the extent that the provisions on indemnification
and contribution contained in the underwriting agreement entered into in connection with any
underwritten public offering contemplated by this agreement are in



20









 







conflict with the foregoing provisions, the provisions in such underwriting agreement
will be controlling as among the parties thereto.




          (h) The obligations of the Company and Holders under this Section 7 will survive the
completion of any offering of Registrable Securities in a registration statement under
Section 2 or Section 3 and otherwise.



     8. Rule 144 Reporting. With a view to making available the benefits of certain rules
and regulations of the Commission which may permit the sale of restricted securities to the public
without Registration the Company agrees to:




          (a) keep public information available, as those terms are understood and defined in Rule
144, at all times; and




          (b) so long as any Holder owns any Registrable Securities, furnish to such Holder upon
request, a written statement by the Company as to its compliance with the reporting
requirements of Rule 144, and of the Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), a copy of the most recent annual or quarterly report
of the Company, and such other reports and documents so filed as such Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing such Holder to
sell any such securities without Registration.



     9. Rights Granted to Other Investors. The Company will not grant any registration
rights relating to its securities after the date hereof without the written consent of the
Investors unless the priority provisions of Section 2(d) and Section 3(d) continue to apply.



     10. Termination. The registration rights set forth in this agreement will terminate
upon the transfer or assignment of all of the Registrable Securities held by all Holders to parties
who are not Permitted Transferees. Upon termination pursuant to this Section 10, the Company will
no longer be obligated to provide notice of a proposed Registration.



     11. Notices. All communications provided for hereunder will be personally delivered or
sent by registered or certified mail, nationally recognized overnight courier or facsimile and (a)
if addressed to a Holder, addressed to the Holder at the postal or electronic mail address or fax
number set forth beside such Holder’s signature, or at such other postal or electronic address or
fax number as such Holder will have furnished to the Company in writing or (b) if addressed to the
Company, to the electronic or postal address or fax number set forth beside the Company’s signature
or at such other address or fax number, or to the attention of such other officer, as the Company
will have furnished to Holder in writing. All notices and other communications required or
permitted under this agreement will be in writing and will be deemed effectively given: (w) when
personally delivered to the party to be notified; (x) when sent by confirmed facsimile if sent
during normal business hours of the recipient or, if not, then on the next business day, as long as
a copy of the notice is also sent via nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt; (y) five days after having been sent by registered
or certified mail, return receipt requested, postage prepaid; or (z) one business day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt.



21









 





     12. No Assignment. This agreement is personal to the Investors and will not be
assignable to any third party, except as set forth herein. Notwithstanding the foregoing, an
Investor may assign all or any portion of its rights hereunder to one or more Permitted Transferees
of such Investor and any Permitted Transferee will be entitled to the rights granted hereunder,
provided that the Company is given written notice at the time of said transfer or assignment
identifying the name and address of the Permitted Transferee and that the Permitted Transferee
assumes in writing the obligations of an Investor under this agreement.



     13. Descriptive Headings. The descriptive headings of the several sections and
paragraphs of this agreement are inserted for reference only and will not limit or otherwise affect
the meaning hereof.



     14. Governing Law. This agreement shall be governed by and construed in accordance
with the laws of the state of New York without giving effect to its principles or rules of conflict
of laws to the extent such principles or rules would require or permit the application of the laws
of another jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents
to submit to the exclusive jurisdiction of the courts of the State of New York and the United
States of America located in the county of New York for any action or proceeding arising out of or
relating to this agreement and the transactions contemplated hereby (and agrees not to commence any
action or proceeding relating thereto except in such courts), and further agrees that service of
any process, summons, notice or document by U.S. registered mail to its respective address set
forth beside such party’s signature shall be effective service of process for any action or
proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to the laying of venue of any action or proceeding arising out
of this agreement or the transactions contemplated hereby in the courts of the state of New York.



     15. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATE HEREBY.



     16. No Inconsistent Agreements. The Company will not on or after the date of this
agreement enter into any agreement with respect to its securities that conflicts with or would
limit the rights granted to the Holders in this agreement or otherwise conflicts with the
provisions hereof.



     17. Amendments and Waivers. Any term of this agreement may be amended and the
observance of any term may be waived (either generally or in a particular instance and either
retroactively or prospectively) only upon the written consent of the Company and Investors holding
greater than 662/3% of the Registrable Securities then held by the Investors;
except that no amendment may (i) disproportionately adversely affect any Investor as
compared to the other Investors, (ii) reduce the number of Demand Registrations available to such
Investor or (iii) change any Investor’s obligations under Section 6, in each case without the
consent of such Investor. The failure of any party to insist on or to enforce strict performance by
the other parties



22









 







of any of the provisions of this agreement or to exercise any right or remedy under this
agreement will not be construed as a waiver or relinquishment to any extent of that party’s right
to assert or rely on any provisions, rights or remedies in that or any other instance; rather, the
provisions, rights and remedies will remain in full force and effect.



     18. Entire Agreement. This agreement is intended by the parties to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and the registration rights granted by the Company with respect to
the Registrable Securities. This agreement supersedes all prior agreements and undertakings among
the parties with respect to such registration rights. Without limiting the generality of the
foregoing, (i) Intel acknowledges and agrees that its rights under this agreement supersede and
replace its and its subsidiaries’ registration rights under (w) that certain Investor Rights
Agreement, dated as of August 29, 2006, by and among the Company, Intel and Motorola, Inc. and (x)
that certain Registration Rights Agreement, dated as of March 16, 2004 by and between the Company
and the investors identified on Exhibit A thereto (the “2004 Agreement”) and (ii) Eagle River
acknowledges and agrees that its rights under this agreement supersede and replace its and its
subsidiaries’ rights under (y) that certain Registration Rights Agreement, dated as of November 13,
2003, by and among Flux U.S. Corporation, Flux Fixed Wireless, LLC, Clearwire Holdings, Inc. and
Hispanic Information and Telecommunications Network and (z) the 2004 Agreement.



     19. Specific Performance. Without limiting the rights of each party hereto to pursue
all other legal and equitable rights available to such party for any other parties’ failure to
perform their obligations under this agreement, the parties hereto acknowledge and agree that the
remedy at law for any failure to perform their obligations hereunder would be inadequate and that
each of them, respectively, to the extent permitted by applicable law, shall be entitled to
specific performance, injunctive relief or other equitable remedies in the event of any such
failure, without bond or other security being required.



     20. Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the parties shall negotiate in good faith with a view to the
substitution therefor of a suitable and equitable solution in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid provision, provided, however, that
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby, it being intended
that all of the rights and privileges of the parties hereto shall be enforceable to the fullest
extent permitted by law.



     21. Counterparts. This agreement may be executed simultaneously in any number of
counterparts, each of which will be deemed an original, but all such counterparts will together
constitute one and the same instrument.



23









 





     IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered as of
the date first above written.



COMPANY:




	 	 	 	 	 
	[Newco]

	 	 	 	Address:
	 

	 	 	 	[Addresses to include electronic mail
	By:                                                                

	 	 
	 	addresses for each party.]
	Name:
	 	 	 	 
	Title:

	 	 	 	[Newco]
	 

	 	 	 	4400 Carillon Point
	 

	 	 	 	Kirkland, Washington 98033
	 

	 	 	 	Attention: Legal Department
	 

	 	 	 	Facsimile No.: (425) 216-7776
	 
	 	 	 	 
	 

	 	 	 	With copies to:
	 
	 	 	 	 
	 

	 	 	 	Kirkland & Ellis LLP
	 

	 	 	 	Citigroup Center
	 

	 	 	 	153 East 53rd Street
	 

	 	 	 	New York, New York 10022
	 

	 	 	 	Attention: Joshua N. Korff
	 

	 	 	 	Facsimile No.: (212) 446-6460
	 

	 	 	 	E-mail: jkorff@kirkland.com
	 
	 	 	 	 
	 

	 	 	 	Davis Wright Tremaine LLP
	 

	 	 	 	1201 Third Avenue, Suite 2200
	 

	 	 	 	Seattle, Washington 98101
	 

	 	 	 	Attention: Sarah English Tune
	 

	 	 	 	Facsimile No.: (206) 757-7161
	 

	 	 	 	E-mail: sarahtune@dwt.com
	 
	 	 	 	 
	INVESTORS:
	 	 	 	 
	 
	 	 	 	 
	Sprint Nextel Corporation

	 	 	 	Sprint Nextel Corporation
	 

	 	 	 	2001 Edmund Halley Drive
	By:                                                                

	 	 	 	Reston, Virginia 20191
	Name:

	 	 	 	Attention: President of Strategic Planning and
	Title:

	 	 	 	Corporate Initiatives
	 

	 	 	 	Facsimile No.: (703) 433-4034
	 
	 	 	 	 
	 

	 	 	 	with copies to:
	 
	 	 	 	 
	 

	 	 	 	Sprint Nextel Corporation






 









 






	 	 	 	 	 
	 

	 	 	 	6200 Sprint Parkway
	 

	 	 	 	Overland Park, Kansas 66251
	 

	 	 	 	Attention: Vice President — Law, Corporate
	 

	 	 	 	Transactions and Business Law
	 

	 	 	 	Facsimile No.: (913) 523-9803
	 
	 	 	 	 
	 

	 	 	 	King & Spalding
	 

	 	 	 	1180 Peachtree Street, N.E.
	 

	 	 	 	Atlanta, Georgia 30309
	 

	 	 	 	Attention: Michael J. Egan
	 

	 	 	 	Facsimile No.: (404) 572-5100
	 

	 	 	 	E-mail: megan@kslaw.com
	 
	 	 	 	 
	Comcast Corporation

	 	 	 	One Comcast Center
	 

	 	 	 	1701 John F. Kennedy Boulevard
	By:                                                                

	 	 	 	Philadelphia, Pennsylvania 19103
	Name:

	 	 	 	Attention: Chief Financial Officer
	Title:

	 	 	 	Facsimile No.: (215) 286-1240
	 
	 	 	 	 
	 

	 	 	 	With copies to:
	 
	 	 	 	 
	 

	 	 	 	One Comcast Center
	 

	 	 	 	1701 John F. Kennedy Boulevard
	 

	 	 	 	Philadelphia, Pennsylvania 19103
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	Facsimile No.: (215) 286-7794
	 
	 	 	 	 
	 

	 	 	 	Davis Polk & Wardwell
	 

	 	 	 	450 Lexington Avenue
	 

	 	 	 	New York, New York 10017
	 

	 	 	 	Attention: David L. Caplan
	 

	 	 	 	Facsimile No.: (212) 450-3800
	 

	 	 	 	E-mail: david.caplan@dpw.com
	 
	 	 	 	 
	Time Warner Cable LLC

	 	 	 	One Time Warner Center
	 

	 	 	 	North Tower
	By:                                                                

	 	 	 	New York, New York 10019
	Name:

	 	 	 	Attention: General Counsel
	Title:

	 	 	 	Facsimile No.: (212) 364-8254
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Paul, Weiss, Rifkind, Wharton & Garrison LLP
	 

	 	 	 	1285 Avenue of the Americas






 









 






	 	 	 	 	 
	 

	 	 	 	New York, New York 10019-6064
	 

	 	 	 	Attention: Matthew W. Abbott
	 

	 	 	 	Robert B. Schumer
	 

	 	 	 	Facsimile No.: (212) 757-3990
	 

	 	 	 	E-mail: mabbott@paulweiss.com
	 
	 	 	 	 
	Bright House Networks, LLC
	 	 	 	 
	 
	 	 	 	 
	By:                                                                
	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	Google Inc.

	 	 	 	1600 Amphitheatre Parkway
	 

	 	 	 	Mountain View, California 94043
	By:                                                                

	 	 	 	Attn: General Counsel
	Name:

	 	 	 	Facsimile No.: (650) 887-2421
	Title:
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Wilson Sonsini Goodrich & Rosati, P.C.
	 

	 	 	 	650 Page Mill Road
	 

	 	 	 	Palo Alto, California 94304
	 

	 	 	 	Attn: David Segre, Esq.
	 

	 	 	 	Facsimile No.: (650) 493-6811
	 
	 	 	 	 
	Intel Corporation

	 	 	 	Intel Corporation
	 

	 	 	 	2200 Mission College Blvd., MS RN6-65
	By:                                                                

	 	 	 	Santa Clara, California 95054-1549
	Name:

	 	 	 	Attention: President, Intel Capital
	Title:

	 	 	 	Facsimile No.: (408) 765-8871
	 
	 	 	 	 
	 

	 	 	 	Intel Corporation
	 

	 	 	 	2200 Mission College Blvd., MS RN6-59
	 

	 	 	 	Santa Clara, California 95054-1549
	 

	 	 	 	Attention: Intel Capital Portfolio Manager
	 

	 	 	 	Facsimile No.: (408) 765-6038
	 

	 	 	 	with a copy to: portfolio.manager@intel.com
	 
	 	 	 	 
	 

	 	 	 	Intel Corporation
	 

	 	 	 	2200 Mission College Blvd., MS RN4-151
	 

	 	 	 	Santa Clara, California 95054-1549
	 

	 	 	 	Attention: Intel Capital Group General Counsel
	 

	 	 	 	Facsimile No.: (408) 653-9098
	 
	 	 	 	 
	 

	 	 	 	Intel Corporation






 









 






	 	 	 	 	 
	 

	 	 	 	2200 Mission College Blvd., MS RN5-125
	 

	 	 	 	Santa Clara, California 95054-1549
	 

	 	 	 	Attention: Director, U.S. Tax and Trade
	 

	 	 	 	Facsimile No.: (408) 765-1733
	 
	 	 	 	 
	 

	 	 	 	with copies to:
	 
	 	 	 	 
	 

	 	 	 	Gibson, Dunn & Crutcher LLP
	 

	 	 	 	1881 Page Mill Road
	 

	 	 	 	Palo Alto, California 94304
	 

	 	 	 	Attention: Gregory T. Davidson
	 

	 	 	 	Facsimile No.: (650) 849-5050
	 

	 	 	 	E-mail: GDavidson@gibsondunn.com
	 
	 	 	 	 
	 

	 	 	 	Gibson, Dunn & Crutcher LLP
	 

	 	 	 	333 South Grand Avenue
	 

	 	 	 	Los Angeles, California 90071-3197
	 

	 	 	 	Attention: Paul S. Issler
	 

	 	 	 	Facsimile No.: (213) 229-6763
	 

	 	 	 	E-mail: PIssler@gibsondunn.com
	 
	 	 	 	 
	Eagle River Holdings, LLC

	 	 	 	Eagle River Holdings, LLC
	 

	 	 	 	2300 Carillon Point
	By:                                                                

	 	 	 	Kirkland, WA 98033
	Name:

	 	 	 	Attention: Chief Executive Officer
	Title: